UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2016
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-10587 | 23-2195389 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Penn Square Lancaster, Pennsylvania |
17604 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 717-291-2411
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 - Submission of Matters to a Vote of Security Holders.
Fulton Financial Corporation (“Fulton”) held its 2016 Annual Meeting of Shareholders (“Annual Meeting”) on Monday, May 16, 2016 at 10:00 a.m. Eastern Time. At the Annual Meeting, shareholders voted on the three matters described in the Proxy Statement dated April 4, 2016, which consisted of: (i) the election of eleven (11) director nominees to serve for one-year terms; (ii) a non-binding say-on-pay resolution to approve the compensation of the named executive officers; and (iii) the ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2016.
All matters voted upon at the Annual Meeting were approved by shareholders, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
Proposal 1 - The election of eleven (11) director nominees to serve for one-year terms.
| Nominee |
For | Against | Abstain | Broker Non-Vote | ||||||||||||
| Lisa Crutchfield |
116,198,333 | 1,139,848 | 909,557 | 23,187,128 | ||||||||||||
| Denise L. Devine |
114,792,180 | 2,550,674 | 904,884 | 23,187,128 | ||||||||||||
| Patrick J. Freer |
115,822,756 | 1,490,810 | 934,172 | 23,187,128 | ||||||||||||
| George W. Hodges |
114,305,435 | 3,003,981 | 938,322 | 23,187,128 | ||||||||||||
| Albert Morrison III |
114,609,762 | 2,769,204 | 868,772 | 23,187,128 | ||||||||||||
| James R. Moxley III |
116,331,140 | 1,034,487 | 882,111 | 23,187,128 | ||||||||||||
| R. Scott Smith, Jr. |
115,820,181 | 1,503,255 | 924,302 | 23,187,128 | ||||||||||||
| Ronald H. Spair |
115,600,882 | 1,732,656 | 914,200 | 23,187,128 | ||||||||||||
| Mark F. Strauss |
116,327,842 | 1,029,988 | 889,908 | 23,187,128 | ||||||||||||
| Ernest J. Waters |
114,709,380 | 2,658,709 | 879,649 | 23,187,128 | ||||||||||||
| E. Philip Wenger |
113,864,273 | 3,512,444 | 871,021 | 23,187,128 | ||||||||||||
Proposal 2 - A non-binding say-on-pay resolution to approve the compensation of the named executive officers.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 112,098,934 |
3,998,107 | 2,150,697 | 23,187,128 |
Proposal 3 - The ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2016.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 136,907,238 |
3,475,957 | 1,051,671 | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FULTON FINANCIAL CORPORATION | ||||||
| Date: May 17, 2016 | By: | /s/ Daniel R. Stolzer | ||||
| Daniel R. Stolzer | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||